Nationwide announces the early results, pricing and early settlement of its previously announced tender offer for certain of its dollar-denominated Securities up to the U.S. dollar equivalent of £700,000,000

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION IN WHICH SUCH DISTRIBUTION IS UNLAWFUL (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

June 9, 2022

Nationwide Building Society (the "Society" or "Nationwide") announced today the pricing and early settlement of its two separate cash tender offers to purchase an aggregate principal amount for both offers of up to the U.S. dollar equivalent of £700,000,000 (as determined at the Price Determination Time) of its outstanding 4.125% Reset Subordinated Notes due October 2032 (the "2032 Notes") and its 4.000% Subordinated Notes due September 2026 (the "2026 Notes") (together, the "Securities") (each, an "Offer" and together, the "Offers"). The Offers were made on, and are subject to, the terms and conditions set forth in the offer to purchase (the "Offer to Purchase"), dated May 25, 2022. Capitalized terms not otherwise defined in this announcement have the same meaning as assigned to them in the Offer to Purchase.

Early Results, Pricing, Maximum Tender Amount and Early Acceptance Date

The Early Tender Deadline for the Offers was 5:00 p.m., New York time, on June 8, 2022 (the "Early Tender Deadline") and pricing of the Offers took place at or around 11:00 a.m., New York City time, on June 9, 2022 (the "Price Determination Time").  As a result, tendered Securities may no longer be withdrawn, except in certain limited circumstances as detailed further in the Offer to Purchase.

As at the Early Tender Deadline, the aggregate principal amount of each series of Securities validly tendered and not withdrawn by Holders was:

·      pursuant to the Offer made in respect of the 2032 Notes, U.S.$742,279,000, representing 59.4 per cent. of the total aggregate principal amount of the 2032 Notes; and

·      pursuant to the Offer made in respect of the 2026 Notes, U.S.$485,974,000, representing 38.9 per cent. of the total aggregate principal amount of the 2026 Notes.

Offer Cap, Acceptance Priority Levels and Proration

The U.S. Dollar Equivalent of the Maximum Tender Amount was U.S.$878,185,000 at the Price Determination Time as determined by the Society with reference to the FX Rate applicable as at the Price Determination Time of U.S.$1.25455 per £1.

The tenders of Securities validly submitted and not withdrawn by the Early Tender Deadline exceeded the Maximum Tender Amount.

As further described in the Offer to Purchase, the amount of each Series of Securities to be purchased in the Offers will be based on the Maximum Tender Amount and the Acceptance Priority Level for such Series, with Acceptance Priority Level 1 being higher than Acceptance Priority Level 2, provided that any Securities tendered at or prior to the Early Tender Deadline will be accepted for purchase in priority to any Securities tendered after the Early Tender Deadline, even if such Securities tendered following the Early Tender Deadline have a higher Acceptance Priority Level than Securities tendered on or prior to the Early Tender Deadline. If the Offers are oversubscribed, then the Securities will be subject to proration as described in the Offer to Purchase.

The Society has accepted all of the 2032 Notes validly tendered pursuant to the relevant Offer, having Acceptance Priority Level 1, before any validly tendered 2026 Notes, having Acceptance Priority Level 2. As a result, a portion of the 2026 Notes have been accepted for purchase.

As the aggregate principal amount of the 2026 Notes validly tendered and not validly withdrawn would (together with the aggregate principal amount for any validly tendered 2032 Notes), if all such 2026 Notes were purchased, exceed the Maximum Tender Amount, the 2026 Notes have been accepted on a pro-rata basis such that the aggregate principal amount of all Securities validly tendered in the Offers and accepted for purchase does not exceed the Maximum Tender Amount.  The proration applied to the 2026 Notes is set out in the table below. 

Although the Offers are scheduled to expire at 11:59 p.m., New York time, on June 22, 2022, as the Maximum Tender Amount has been reached by the Early Acceptance Date, no Securities tendered after the Early Tender Deadline will be purchased pursuant to the Offers regardless of the Acceptance Priority Level of such Securities.

The table below contains a summary of the final pricing of the Offers and the principal amount of Securities the Society has accepted for purchase pursuant to the Offers following the Early Tender Deadline.

_____________

Note:

(1) Based on the Acceptance Priority Level.

(2) Per U.S.$1,000 principal amount of Securities accepted for purchase. The Total Early Tender Consideration and Tender Consideration was calculated by the Dealer Managers at the Price Determination Time.

Early Settlement

The Society is hereby exercising its Early Settlement Right.

The Early Settlement Date for the Securities accepted for purchase pursuant to the Offers, as set out in the above table, is expected to be June 10, 2022, the first Business Day after the Early Acceptance Date. Holders will also receive Accrued Interest on the Securities validly tendered and accepted for purchase in the Offers from, and including, the last interest payment date for the relevant Series of Securities to, but not including, the Early Settlement Date, in each case determined in accordance with the terms and conditions of the relevant Series.

Securities not accepted for purchase will be promptly credited to the DTC account from which such Securities were delivered.

Offers

The consummation of the Offers is subject to the satisfaction of several conditions set forth in the Offer to Purchase. There can be no assurance that such conditions will be satisfied or if they are not satisfied, that the Society will waive them. If any of the conditions are not satisfied or waived by the Society, the Society will not be obligated to accept for purchase, purchase or pay for validly tendered Securities, in each case subject to applicable laws, and may terminate the offers. The offers are not conditioned on the tender of a minimum principal amount of Securities.

Holders of Securities are advised to read carefully the Offer to Purchase for full details of and information on the procedures for participating in the offers. Holders of Securities may access the Offer to Purchase at https://deals.is.kroll.com/nationwide.

Holders of Securities are advised to read carefully the Offer to Purchase for full details of and information on the procedures for participating in the offers. Holders of Securities may access the Offer to Purchase at https://deals.is.kroll.com/nationwide.

Dealer Managers

Tender Agent:

NOTICE AND DISCLAIMER

This press release is neither an offer to purchase, nor a solicitation of an offer to sell the Securities or any other securities. The Society is making the offers only by, and pursuant to, the terms of the Offer to Purchase. The offers are not being made in any jurisdiction in which the making of or acceptance thereof would not be in compliance with the securities laws, blue sky laws or other laws of such jurisdiction. None of the Society, the Dealer Managers or the Tender Agent is making any recommendation as to whether Holders should tender or refrain from tendering their Securities in response to the Offers or how much they should tender. Each Holder must make his, her or its own decision as to whether to tender or refrain from tendering Securities and, if a Holder determines to tender, as to how many Securities of each Series to tender.

This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which should be read carefully before any decision is made with respect to the Offer. If any Holder is in any doubt as to the contents of the Offer to Purchase or the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Securities pursuant to the Offers.

UK MARKET ABUSE REGULATION

This announcement is released by Nationwide Building Society and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"), encompassing information relating to the Offers described above. For the purposes of UK MAR, this announcement is made by Sarah Robinson, Head of Term Funding of Nationwide Building Society.

OFFER AND DISTRIBUTION RESTRICTIONS

This announcement and the Offer to Purchase do not constitute an offer or an invitation to participate in the Offers in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable laws. The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offer to Purchase comes are required by each of the Society, the Dealer Managers and the Tender Agent to inform themselves about and to observe any such restrictions.

United Kingdom

The communication of this announcement, the Offer to Purchase and any other documents or materials relating to the Offers is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order")) or within Article 43(2) of the Financial Promotion Order, or to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Belgium

None of this announcement, the Offer to Purchase nor any other documents or materials relating to the Offers in respect of each Series of Securities have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority ("Authorite des services et marches financiers/Autoriteit financiele diensten en markten") and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids (the "Belgian Takeover Law") as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and none of this announcement, the Offer to Purchase nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than (i) to "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account or (ii) in any circumstances set out in Article 6, § 4 of the Belgian Takeover Law. This announcement and the Offer to Purchase have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in this announcement and the Offer to Purchase may not be used for any other purposes or disclosed to any other person in Belgium.

France

The Offers are not being made, directly or indirectly, to the public in the Republic of France ("France"). The Offer to Purchase and any other document or material relating to the Offers have only been and shall only be distributed in France to qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129, as amended. The Offer to Purchase has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Italy

None of the Offers, the Offer to Purchase or any other document or materials relating to the Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. Each Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Accordingly, Holders or beneficial owners of the Securities that are located in Italy can tender Securities for purchase in the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with any other applicable laws and regulations and with any requirements imposed by CONSOB or any other Italian authority.

General

Neither this announcement nor the Offer to Purchase constitutes an offer to buy or a solicitation of an offer to sell Securities, and tenders of Securities in the Offers will not be accepted from Holders, in any jurisdiction in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and a Dealer Manager or its affiliate is such a licensed broker or dealer in such jurisdictions, the Offer shall be deemed to be made on behalf of the Society by such Dealer Manager or such affiliate, as the case may be, and no Offer is made in any such jurisdiction where the relevant Dealer Manager or its affiliate is not so licensed..